Bylaws Majority Directors Amend Adopt Board Outstanding Capital

SEC. 47. Amendment to Bylaws. – {{c1::A majority of the board of directors or trustees,}} and the owners of {{c1::at least a majority of the outstanding capital stock, or at least a majority of the members of a nonstock corporation}}, at a regular or special meeting duly called for the purpose, may amend or repeal the bylaws or adopt new bylaws. {{c1::The owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3) of the members in a nonstock corporation}} may delegate to the board of directors or trustees the power to amend or repeal the bylaws or adopt new bylaws: Provided, That any power delegated to the board of directors or trustees to amend or repeal the bylaws or adopt new bylaws shall be considered as revoked whenever stockholders owning or representing {{c1::a majority of the outstanding capital stock or majority of the members}} shall so vote at a regular or special meeting.

 

Whenever the bylaws are amended or new bylaws are adopted, the corporation shall file with the Commission such amended or new bylaws and, if applicable, {{c1::the stockholders’ or members’ resolution authorizing the delegation of the power to amend and/or adopt new bylaws}}, duly certified under oath by the corporate secretary and a majority of the directors or trustees.

 

The amended or new bylaws shall only be effective upon the issuance by the Commission of a certification that the same is {{c1::in accordance with this Code and other relevant laws.}}